Mehta Sumit 4
4 · Iris Acquisition Corp II · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Iris Acquisition Corp II CEO Sumit Mehta Buys Private Units
What Happened
Sumit Mehta, identified as CEO and who controls the issuer's sponsor, is reporting sponsor-level activity on Feb 4, 2026. The sponsor purchased 251,000 private units at $10.00 per unit for an aggregate $2,510,000. Each private unit consists of one Class A ordinary share and one-half of one warrant (so the 251,000 units include 251,000 Class A shares and 125,500 warrants). The filing also shows a forfeiture/disposition of 133,333 Class B ordinary shares of the sponsor (a reduction in sponsor-held Class B shares) tied to the underwriters’ partial exercise of the IPO over‑allotment option. Mehta reports voting/dispositive power over the sponsor-held securities but disclaims beneficial ownership of sponsor‑held shares except for any pecuniary interest.
Key Details
- Transaction date: February 4, 2026; Form 4 filed Feb 5, 2026 (timely).
- Purchase: 251,000 private units at $10.00/unit = $2,510,000 aggregate.
- Derivative reported: 125,500 warrants (one-half warrant per unit). Warrants reported as derivative acquisitions.
- Disposition: 133,333 Class B ordinary shares of the sponsor were forfeited (no cash price reported for forfeiture).
- Warrant terms (per footnote): warrants become exercisable 30 days after completion of the issuer’s initial business combination and expire five years after that completion (exercise price $11.50, subject to adjustment).
- Shares owned after transaction: not specified in the excerpt; filing notes Mehta has control over sponsor record holdings but disclaims beneficial ownership except to the extent of any pecuniary interest.
- Filing timeliness: filing appears timely (one day after transaction date).
Context
The purchased private units are a sponsor-level private placement common in SPAC IPOs (one Class A share + 0.5 warrant per unit). The 125,500 derivative units reported reflect the warrant half‑units from the private purchase. The forfeited 133,333 Class B shares arose because the underwriters’ over‑allotment option was partially exercised; Class B shares are convertible into Class A shares on or after a business combination. These entries reflect sponsor structuring and adjustments around the IPO process rather than a straightforward personal buy/sell by Mehta — note his disclosure of control and disclaimer of beneficial ownership for sponsor‑held securities.
Insider Transaction Report
- Purchase
Class A ordinary shares
[F1]2026-02-04+251,000→ 251,000 total(indirect: See Footnote) - Disposition to Issuer
Class B Ordinary Shares
[F2][F3]2026-02-04−133,333→ 5,616,667 total(indirect: See Footnote)→ Class A Ordinary Shares (133,333 underlying) - Purchase
Warrants to purchase Class A ordinary shares
[F4]2026-02-04+125,500→ 125,500 total(indirect: See Footnote)Exercise: $11.50→ Class A ordinary Shares (125,500 underlying)
Footnotes (4)
- [F1]Reflects the 251,000 private units purchased by Iris Acquisition Holdings II LLC, the Issuer's sponsor (the "Sponsor") pursuant to the Private Placement Units Purchase Agreement dated February 4, 2026 entered into between the Sponsor and the Issuer. Each private unit consists of one Class A ordinary share and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The private units were purchased at $10.00 per unit for an aggregate purchase price of $2,510,000. Sumit Mehta has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Mehta disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
- [F2]On July 15, 2025, the Sponsor purchased 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the "Class B Ordinary Shares") from the Issuer for an aggregate purchase price of $25,000 as pursuant to a Securities Subscription Agreement, of which up to 750,000 of the Class B Ordinary Shares were subject to forfeiture depending on the extent to which the Issuer's underwriters' over-allotment option was exercised during the Issuer's initial public offering. The underwriters' over-allotment option was partially exercised on February 4, 2026 and therefore 133,333 Class B Ordinary Shares of the Sponsor were forfeited. The Class B Ordinary Shares convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to adjustments. The Class B Ordinary Shares have no expiration date.
- [F3]Sumit Mehta has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Mehta disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
- [F4]The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation. Mr. Mehta has voting and dispositive power over the securities held of record by the Sponsor by virtue of his control of the Sponsor's managing member. Mr. Mehta disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.